(a) Subject to the provisions of the Plan, the
Committee may award SARs in tandem with an Option (at or after the award of the
Option), or alone and unrelated to an Option. SARs in tandem with an Option
shall terminate to the extent that the related Option is exercised, and the
related Option shall terminate to the extent that the tandem SARs are exercised.
SARs granted in tandem with Options shall have an exercise price not less than
the exercise price of the related Option. SARs granted alone and unrelated to
an Optionshall have an exercise price not less than 100% of the Fair Market
Value of the Common Stock on the date of award may be granted at such
exercise prices as the Committee may determine.
The Committee shall determine the manner of calculating the excess in value of
the shares of Common Stock over the exercise price of a Stock Appreciation
Right.

(b) An SAR related to an Option, which SAR can
only be exercised upon or during limited periods following a change in control
of the Company, may entitle the Participant to receive an amount based upon the
highest price paid or offered for Common Stock in any transaction relating to
the change in control or paid during the thirty-day period immediately
preceding the occurrence of the change in control in any transaction reported
in any stock market in which the Common Stock is usually traded.

A-4

Section 8.Performance
Shares

(a) Subject to the provisions of the Plan, the
Committee may award Performance Shares and determine the number of such shares
for each Performance Cycle and the duration of each Performance Cycle. There
may be more than one Performance Cycle in existence at any one time, and the
duration of Performance Cycles may differ from each other. The payment value of
Performance Shares shall be equal to the Fair Market Value of the Common Stock
on the date the Performance Shares are earned or, in the discretion of the
Committee, on the date the Committee determines that the Performance Shares
have been earned.

(b) The Committee shall establish performance goalsPerformance
Goals for each Cycle, for the purpose of determining the extent to which
Performance Shares awarded for such Cycle are earned, on the basis of such
criteria and to accomplish such objectives as the Committee may from time to
time select. During any Cycle, the Committee may adjust the performance goals for
such Cycle as it deems equitable in recognition of unusual or non-recurring
events affecting the Company, changes in applicable tax laws or accounting
principles, or such other factors as the Committee may determine.

(c) As soon as practicable after the end of a
Performance Cycle, the Committee shall determine the number of Performance
Shares that have been earned on the basis of performance in relation to the
established performance goals. The payment values of earned Performance Shares
shall be distributed to the Participant or, if the Participant has died, to the
Participants Designated Beneficiary, as soon as practicable thereafter. The
Committee shall determine, at or after the time of award, whether payment
values will be settled in whole or in part in cash or other property, including
Common Stock or Awards.